DEF 14A of Waystar Holding Corp., Apr 29, 2025

DEF 14A of Waystar Holding Corp.

Filed Apr 29, 2025 · FY20240001104659-25-041369

Open on EDGAR

  1. Board Nominees

    Board Nominees The following table provides summary information about each director nominee.

  2. Board Nominees

    | Name, Age | Director since | Class | Principal Occupation | Committee Membership* | | | | | | | | TCC | ACRC | NCGC | | Samuel Blaichman, 49 | 2024 | I | Managing Director, Head of Direct Private Equity at CPPIB | | | | | Priscilla Hung, 58 | 2024 | I | Senior Advisor at Guidewire Software, Inc. | | | | | Vivian Riefberg, 64 | 2023 | I | Professorship Chair and Professor of Practice at the University of Virginia Darden School of Business | | | |

  3. Board Nominees

    * TCC Talent & Compensation Committee ACRC Audit, Compliance & Risk Committee NCGC Nominating and Corporate Governance Committee

  4. Board Nominees

    | | Page | | PROPOSAL 1: ELECT THREE CLASS I DIRECTORS | 3 | | CORPORATE GOVERNANCE | 7 | | PROPOSAL 2: APPROVE AN AMENDMENT TO OUR CERTIFICATE OF INCORPORATION TO REMOVE THE EXISTING LIMIT ON THE MAXIMUM SIZE OF OUR BOARD | 14 | | PROPOSAL 3: RATIFY APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 16 | | AUDIT AND OTHER FEES | 17 | | AUDIT, COMPLIANCE & RISK COMMITTEE REPORT | 18 | | EXECUTIVE OFFICERS | 19 | | EXECUTIVE COMPENSATION | 20 | | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 37 | | CERTAIN RELATIONSHIPS AND RELATED-PARTY TRANSACTIONS | 40 | | GENERAL INFORMATION ABOUT THE ANNUAL MEETING AND FREQUENTLY ASKED QUESTIONS | 43 | | APPENDIX A: CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION | A-1 |

  5. PROPOSAL 1: ELECT THREE CLASS I DIRECTORS

    PROPOSAL 1: ELECT THREE CLASS I DIRECTORS Our business and affairs are managed under the direction of our board of directors, which currently consists of ten directors. Our amended and restated certificate of incorporation (our “certificate of incorporation”) provides that, subject to the right of holders of any series of preferred stock, our board of directors will be divided into three classes of directors, with the classes to be as nearly equal in number as possible, and with the directors serving staggered three-year terms, with only one class of directors being elected at each annual meeting of stockholders. As a result, approximately one-third of our board of directors will be elected each year. Unless otherwise specified in the proxy, the shares voted pursuant thereto will be cast for each of Mr. Blaichman, Ms. Hung, and Ms. Riefberg. If, for any reason, at the time of election any of the nominees named should decline or be unable to accept his or her nomination or election, it is intended that such proxy will be voted for a substitute nominee, who would be recommended by our board of directors. Our board of directors, however, has no reason to believe that any of the nominees will be unable to serve as a director. The following biographical information is furnished as to each nominee for election as a director and each of our directors as of April 29, 2025. Nominees for Election to the board of directors for a Three-Year Term Expiring at the 2028 Annual Meeting and Until their Respective Successors Have Been Elected and Qualified:

  6. Board of Directors

    Board of Directors Our business and affairs are managed under the direction of our board of directors. Our certificate of incorporation provides for a classified board of directors, with each class of directors consisting, as nearly as possible, of one-third of the total number of directors. Our board currently includes three directors in Class I (Samuel Blaichman, Priscilla Hung, and Vivian Riefberg), four directors in Class II (Eric Liu, Paul Moskowitz, John Driscoll, and Robert DeMichiei) and three directors in Class III (Ethan Waxman, Matthew Hawkins, and Heidi Miller.) Size Our certificate of incorporation provides that the total number of directors shall be determined from time to time exclusively by resolution adopted by the board; provided that, at any time the Institutional Investors collectively beneficially own at least 40% of our then-outstanding common stock, our stockholders may also fix the number of directors by resolution. Notwithstanding the foregoing, for so long as any of the Institutional Investors have nomination rights pursuant to our certificate of incorporation, the total number of directors may not be (i) more than ten or less than (ii) six, plus the number of directors that the Institutional Investors then have the right to nominate, as discussed further below. In addition, we entered into a Stockholders Agreement (as amended from time to time, the “Stockholders Agreement”) with EQT, CPPIB, Bain, and certain equity holders, including members of management, which includes provisions generally identical to the foregoing, except that it provides for a maximum of 12 directors. Proposal 2 set forth in this proxy statement seeks stockholder approval to amend our certificate of incorporation to remove the existing ten-person limit on the maximum size of our board of directors. This would allow the board to determine the total number of directors that would constitute our board of directors by resolution from time to time, provided that, for so long as any of the Institutional Investors have nomination rights pursuant to our certificate of incorporation, any board resolution determining the total number of directors constituting the board must include the consent of each of the then-serving EQT, CPPIB, and Bain director nominees. Approval of Proposal 2 would not change the provisions in our certificate of incorporation relating to the minimum number of directors needed to constitute our board of directors or the manner in which the size of the board shall be determined at such time as the Institutional Investors cease to have director nomination rights under our certificate of incorporation. Nomination and Other Board Rights Our certificate of incorporation provides that EQT will have the right to nominate to our board of directors (i) two nominees for so long as EQT beneficially owns 25% or greater of our then-outstanding common stock and (ii) one nominee for so long as EQT beneficially owns 5% or greater, but less than 25%, of our then-outstanding common stock. Messrs. Waxman and Liu are the current EQT director nominees. CPPIB will have the right to nominate to our board of directors one nominee for so long as CPPIB beneficially owns 5% or greater of our then-outstanding common stock. Mr. Blaichman is currently the CPPIB director nominee. Bain will have the right to nominate to our board of directors one nominee for so long as Bain beneficially owns 5% or greater of our then-outstanding common stock. Mr. Moskowitz is the current Bain director nominee. Our certificate of incorporation further provides that our board of directors shall nominate our Chief Executive Officer and five independent director nominees to serve as directors. Mr. DeMichiei, Mr. Driscoll, Ms. Hung, Ms. Miller, and Ms. Riefberg were selected by our board as the independent director nominees. In addition, our certificate of incorporation provides that for so long as EQT beneficially owns 20% or more of our then-outstanding common stock, EQT will have the right to nominate, designate, and remove the chairperson of our board of directors, subject to CPPIB’s consent. In addition, the Institutional Investors have certain nomination rights with respect to our board committees. The Stockholders Agreement provides for nomination and designation rights identical to the foregoing. Furthermore, under the Stockholders Agreement, if any representatives of EQT serve on any boards or committees of our subsidiaries, CPPIB and Bain will have an equivalent right such that the board of directors of such subsidiary or committee thereof reflects, to the maximum extent possible, the composition of our board of directors and its committees as required under the Stockholders Agreement. For so long as CPPIB beneficially owns 10% or greater of our then-outstanding common stock, CPPIB will have the right to appoint one non-voting board observer, who will have the right to attend all meetings in a non-voting, observer capacity. See “Certain Relationships and Related Transactions — Stockholders Agreement” in this proxy statement for more information. As of April 29, 2025, each of EQT, CPPIB, and Bain have the right to one director nominee pursuant to our certificate of incorporation and the Stockholders Agreement.

  7. Submission of Stockholder Proposals and Board Nominees

    Submission of Stockholder Proposals and Board Nominees If you would like to include a proposal for stockholder consideration in our 2026 proxy statement or bring business before our annual meeting of stockholders in 2026, you must send notice to Greg Packer, Secretary, 1550 Digital Drive, #300, Lehi, Utah 84043, by registered, certified, or express mail and provide the required information and follow the other procedural requirements described below. Stockholder Proposals for Inclusion in the 2026 Proxy Statement. Stockholders who wish to present a proposal in accordance with SEC Rule 14a-8 for inclusion in our proxy materials to be distributed in connection with our 2026 annual meeting of stockholders must submit their proposals in accordance with that rule so that they are received by the Secretary at the address set forth above no later than the close of business on December 30, 2025. If the date of our 2026 annual meeting is more than 30 days before or after June 4, 2026, then the deadline to timely receive such material shall be a reasonable time before we begin to print and send our proxy materials. Failure to deliver a proposal in accordance with this procedure may result in it not being deemed timely received. As the rules of the SEC make clear, simply submitting a timely proposal does not guarantee that it will be included in our proxy materials. Other Stockholder Proposals or Nominations for Presentation at the 2026 Annual Meeting. If a stockholder wishes to bring business to a meeting for consideration other than a matter brought pursuant to SEC Rule 14a-8, the stockholder must give our Secretary written notice of the stockholder’s intent to do so and provide the information required by the provisions of our bylaws dealing with stockholder proposals and director nominations. In addition, stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must also comply with the additional requirements of Rule 14a-19(b) of the Exchange Act, to the extent applicable. The notice of such a proposal or director nomination must be delivered to (or mailed to and received at) the address set forth above no later than March 6, 2026 and no earlier than February 4, 2026, unless our 2026 annual meeting of stockholders is to be held more than 30 days before, or more than 70 days after, June 4, 2026, in which case the stockholder’s notice must be delivered not earlier than the close of business on the 120th day prior to the 2026 annual meeting and not later than the close of business on the later of the 90th day prior to the 2026 annual meeting or the 10th day after public announcement of the date of the 2026 annual meeting is first made. In the event that the number of directors to be elected at the annual meeting is increased and no public announcement naming all of the nominees or specifying the size of the increased board has been made by February 24, 2026, then notice of a stockholder’s nomination to fill the new position or positions may be delivered to (or mailed to and received at) the address set forth above no later than the close of business on the 10th day after public announcement of such increase is first made. The requirements for such stockholder’s notice are set forth in our bylaws, which are posted in the Corporate Governance section of the Investor Relations page on our website. We will submit all candidates nominated by a stockholder pursuant to the procedures and requirements outlined in this “— Other Stockholder Proposals or Nominations for Presentation at the 2026 Annual Meeting” section to the Nominating and Corporate Governance Committee for its review, and this submission may include an analysis of the candidate from our management. Any stockholder making a nomination in accordance with the foregoing process will be notified of the Nominating and Corporate Governance’s decision. The information contained on or accessible through our corporate websites is not part of or incorporated by reference into this proxy statement.

  8. Summary Compensation Table

    Summary Compensation Table The following table provides summary information concerning compensation earned by our principal executive officer and our two other most highly compensated executive officers as of December 31, 2024, for services rendered for the years ended December 31, 2024 and 2023. These individuals are referred to as our named executive officers.

  9. Summary Compensation Table

    | Name and principal position | Fiscal Year | Salary ($)(1) | Option awards ($)(2) | Stock awards ($)(3) | Non-equity incentive plan compensation ($)(4) | All other compensation ($)(5) | Total ($) | | Matthew J. Hawkins | 2024 | 800,000 | 17,349,946 | 10,750,000 | 994,437 | 50,480 | 29,944,863 | | Chief Executive Officer | 2023 | 771,458 | — | — | 712,828 | 59,011 | 1,543,297 | | Eric L. (Ric) Sinclair III | 2024 | 430,000 | 6,446,723 | 3,739,130 | 945,621 | 36,080 | 11,597,554 | | Chief Business Officer | 2023 | 412,000 | — | — | 625,840 | 22,512 | 1,060,352 | | Christopher L. Schremser | 2024 | 430,000 | 6,446,723 | 3,739,130 | 534,510 | 40,625 | 11,190,988 | | Chief Technology Officer | | | | | | | |

  10. Summary Compensation Table

    (1) The amounts reported represent the named executive officer’s base salary earned during the fiscal year covered. (2) The amounts reported represent the aggregate grant-date fair value of time-based vesting stock options granted during the fiscal year covered, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“Topic 718”). (3) The amounts reported represent the aggregate grant-date fair value of time-based vesting restricted stock units (“RSUs”) granted during the fiscal year covered, computed in accordance with Topic 718. (4) The amounts reported represent the annual bonuses earned by each named executive officer under the Waystar Incentive Plan for 2024. For Mr. Sinclair, the amount reported also includes aggregate 2024 commission payments. See “— Non-Equity Incentive Plan Compensation” below. The amounts reported in this column represent (i) for Mr. Hawkins, employer matching contributions to our 401(k) plan in the amount of $6,900 and tax gross-up related to executive gifts in the amount of $43,579, (ii) for Mr. Sinclair, employer matching contributions to our 401(k) plan in the amount of $13,800 and tax gross-up related to executive gifts in the amount of $22,280 for, and (iii) for Mr. Schremser, employer matching contributions to our 401(k) plan in the amount of $12,900 and tax gross-up related to executive gifts in the amount of $27,725.

  11. Outstanding Equity Awards as of December 31, 2024

    Outstanding Equity Awards as of December 31, 2024 The following table provides information regarding outstanding equity awards made to our named executive officers as of December 31, 2024.

  12. Outstanding Equity Awards as of December 31, 2024

    | | Option Awards | | | | | Stock Awards | | | Name | Number of securities underlying unexercised options (#) exercisable | Number of securities underlying unexercised options (#) unexercisable | Equity incentive plan awards: number of securities underlying unexercised unearned options (#) | Option exercise price ($) | Option expiration date | Number of shares or units of stock that have not vested (#) | Market value of shares or units of stock that have not vested ($) | | Matthew J. Hawkins(1) | 2,327,275 | — | — | $4.14 | 11/1/2027 | | | | Matthew J. Hawkins(1) | 235,605 | — | — | $4.14 | 11/1/2027 | | | | Matthew J. Hawkins(2) | 1,089,000 | — | 1,089,000 | $16.53 | 10/23/2029 | | | | Matthew J. Hawkins(2) | 93,775 | 140,663 | 234,437 | $33.06 | 8/16/2032 | | | | Matthew J. Hawkins(2) | — | 145,200 | — | $37.20 | 5/1/2034 | | | | Matthew J. Hawkins(3) | — | 1,250,000 | — | $21.50 | 6/6/2034 | | | | Matthew J. Hawkins(4) | | | | | | 500,000 | $18,350,000 | | Eric L. (Ric) Sinclair III(1) | 155,224 | — | — | $4.14 | 11/1/2027 | | | | Eric L. (Ric) Sinclair III(2) | 294,938 | — | 294,937 | $16.53 | 10/23/2029 | | | | Eric L. (Ric) Sinclair III(2) | 72,600 | 18,150 | 90,750 | $18.19 | 8/9/2030 | | | | Eric L. (Ric) Sinclair III(2) | 13,915 | 20,873 | 34,787 | $33.06 | 8/16/2032 | | | | Eric L. (Ric) Sinclair III(2) | — | 72,600 | — | $37.20 | 5/1/2034 | | | | Eric L. (Ric) Sinclair III(3) | — | 434,782 | — | $21.50 | 6/6/2034 | | | | Eric L. (Ric) Sinclair III(4) | | | | | | 173,913 | $6,382,607 | | Christopher L. Schremser(1) | 155,224 | — | — | $4.14 | 11/1/2027 | | | | Christopher L. Schremser(2) | 294,938 | — | 294,937 | $16.53 | 10/23/2029 | | | | Christopher L. Schremser(2) | 72,600 | 18,150 | 90,750 | $18.19 | 8/9/2030 | | | | Christopher L. Schremser(2) | 13,915 | 20,873 | 34,787 | $33.06 | 8/16/2032 | | | | Christopher L. Schremser(2) | — | 72,600 | — | $37.20 | 5/1/2034 | | | | Christopher L. Schremser(3) | — | 434,782 | — | $21.50 | 6/6/2034 | 173,913 | $6,382,607 | | Christopher L. Schremser(4) | | | | | | | |

  13. Outstanding Equity Awards as of December 31, 2024

    Represents substitute options granted to the named executive officer in connection with the acquisition of the Company by investment vehicles affiliated with EQT, CPPIB, and Bain in 2019. Effective July 18, 2024, Mr. Hawkins transferred 500,000 substitute options to an irrevocable trust for which Mr. Hawkins serves as trustee. (2) Represents time-vesting stock options and performance-vesting stock options granted to the named executive officer under the Company’s 2019 Stock Incentive Plan. See “— Equity awards” above. (3) Represents time-vesting stock options granted to the named executive officer under the Company’s 2024 Equity Incentive Plan. See “— Equity awards” above. (4) Represents time-vesting RSUs granted to the named executive officer under the Company’s 2024 Equity Incentive Plan. The market value shown represents the number of RSUs multiplied by the closing price for our common stock on the Nasdaq Global Select Market on December 31, 2024, which was $36.70. See “— Equity awards” above. 2019 Stock Incentive Plan Our board of directors adopted the 2019 Stock Incentive Plan, effective October 22, 2019, under which we have granted options to purchase shares of our common stock to certain eligible individuals. The 2019 Stock Incentive Plan was terminated effective as of the consummation of our initial public offering and no further stock awards will be issued under the 2019 Stock Incentive Plan. 13,195,915 shares are reserved for issuance with respect to currently outstanding options granted under the 2019 Stock Incentive Plan. Awards under the 2019 Stock Incentive Plan are generally subject to adjustment in the event of any (i) dividend (other than regular cash dividends) or other distribution, recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, split-off, spin-off, combination, extraordinary sale, repurchase, or exchange of shares of common stock or other securities, or other similar transactions or events (including a change of control) or (ii) unusual or nonrecurring events affecting us, including changes in applicable laws, rules, or regulations, or the dissolution or liquidation of the company. In addition, in connection with any change of control, our board of directors may, in its sole discretion, provide for the (a) substitution or assumption of awards, or acceleration of the vesting of, exercisability of, or lapse of restrictions on, awards; (b) cancellation of any outstanding awards that are vested as of such cancellation (or would vest as a result of the occurrence of a change of control) for payment to the holders thereof of the value of such awards, if any, as determined by our board of directors, including with respect to stock options, by payment in an amount equal to the excess, if any, of the fair market value of the shares of common stock subject to the stock option over the aggregate exercise price of the option (and, any stock option having a per share exercise price equal to, or greater than, the fair market value per share subject to the stock option may be canceled and terminated without any payment or consideration therefor); and/or (c) conversion or replacement of any award that is unvested as of the change of control event into, or with the right to receive a payment, based on the value of the award at the time of such conversion or replacement, as determined by our board of directors, that is subject to continued vesting on the same basis as the vesting requirements applicable to the corresponding award. Pursuant to the terms of the 2019 Stock Incentive Plan, unless permitted by our board of directors, stock awards may not be transferred by a participant, other than by will or the laws of descent and distribution. All awards under the 2019 Stock Incentive Plan are subject to reduction, cancellation, forfeiture, or recoupment to the extent necessary to comply with (i) any clawback, forfeiture or other similar policy adopted by our board of directors or Talent & Compensation Committee and as in effect from time to time and (ii) applicable law. 2024 Equity Incentive Plan Our board of directors adopted, and our stockholders approved, the 2024 Equity Incentive Plan in order to provide a means through which to attract, retain, and motivate key personnel. Awards under the 2024 Equity Incentive Plan may be granted to any (i) individual employed by us or our subsidiaries (other than those U.S. employees covered by a collective bargaining agreement unless and to the extent that such eligibility is set forth in such collective bargaining agreement or similar agreement), (ii) director or officer of us or our subsidiaries, or (iii) consultant or advisor to us or our subsidiaries who may be offered securities registrable pursuant to a registration statement on Form S-8 under the Securities Act. The 2024 Equity Incentive Plan is administered by the Talent & Compensation Committee or such other committee of our board of directors to which it has properly delegated power, or if no such committee or subcommittee exists, our board of directors. The 2024 Equity Incentive Plan initially reserves 10,000,000 shares of our common stock for issuance, which is subject to increase on the first day of each fiscal year beginning with the 2025 fiscal year in an amount equal to the lesser of (i) the positive difference, if any, between (x) 5.0% of the outstanding common stock on the last day of the immediately preceding fiscal year and (y) the available plan reserve on the last day of the immediately preceding fiscal year and (ii) a lower number of shares of our common stock as determined by our board of directors; provided, however, that this automatic share reserve increase shall not apply following the tenth (10th) anniversary of the effective date of the 2024 Equity Incentive Plan. All awards granted under the 2024 Equity Incentive Plan will vest and/or become exercisable in such manner and on such date or dates or upon such event or events as determined by the Talent & Compensation Committee. Awards available for grant under the 2024 Equity Incentive Plan include, non-qualified stock options, incentive stock options, stock appreciation rights, restricted shares of our common stock, RSUs, and other equity-based awards tied to the value of our shares. Awards are generally subject to adjustment in the event of (i) any dividend (other than regular cash dividends) or other distribution, recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, split-off, spin-off, combination, repurchase, or exchange of shares of common stock or other securities, or other similar transactions or events or (ii) unusual or nonrecurring events affecting the Company, including changes in applicable rules, rulings, regulations, or other requirement. In addition, in connection with any change in control, the Talent & Compensation Committee may, in its sole discretion, provide for any one or more of the following: (i) a substitution or assumption of, acceleration of the vesting of, the exercisability of, or lapse of restrictions on, any one or more outstanding awards and (ii) cancellation of any one or more outstanding awards and payment to the holders of such awards that are vested as of such cancellation (including any awards that would vest as a result of the occurrence of such event but for such cancellation) the value of such awards, if any, as determined by the Talent & Compensation Committee.

  14. Outstanding Equity Awards as of December 31, 2024

    Our board of directors may amend, alter, suspend, discontinue, or terminate the 2024 Equity Incentive Plan or any portion thereof at any time, but no such amendment, alteration, suspension, discontinuance, or termination may be made without stockholder approval if (i) such approval is required under applicable law, (ii) it would materially increase the number of securities which may be issued under the 2024 Equity Incentive Plan (except for adjustments in connection with certain corporate events), or (iii) it would materially modify the requirements for participation in the 2024 Equity Incentive Plan. Any such amendment, alteration, suspension, discontinuance, or termination that would materially and adversely affect the rights of any participant or any holder or beneficiary of any award will not to that extent be effective without such individual’s consent. All awards granted under the 2024 Equity Incentive Plan are subject to reduction, cancellation, forfeiture, or recoupment to the extent necessary to comply with (i) any clawback, forfeiture, or other similar policy adopted by our board of directors or the Talent & Compensation Committee and as in effect from time to time and (ii) applicable law. Employee Stock Purchase Plan In connection with our initial public offering, our board of directors adopted, and our stockholders approved, the Waystar Holding Corp. 2024 Employee Stock Purchase Plan (the “ESPP”). Under the ESPP, our employees and those of any designated subsidiaries or affiliates (other than employees who, immediately after the purchase right grant, would own stock representing 5% or more of the total combined voting power or value of our common stock), may purchase shares of our common stock, during pre- specified offering periods determined by the Talent & Compensation Committee. The ESPP initially reserves 3,250,000 shares of our common stock for issuance, which is subject to automatic be increase on the first day of each fiscal year following the fiscal year in which the effective date of the ESPP occurred by a number of shares of our common stock equal to the lesser of (i) the positive difference, if any, between (A) 1.0% of the outstanding common stock on the last day of the immediately preceding fiscal year, and (y) the available share reserve of the ESPP on the last day of the immediately preceding fiscal year, and (ii) a lower number of shares of our common stock as determined by our board of directors. The number of shares available for issuance under the ESPP is subject to adjustment for certain changes in our capitalization. The ESPP is administered by the Talent & Compensation Committee, which has full authority to administer the ESPP and make and interpret rules and regulations regarding administration of the ESPP as it may deem necessary or advisable. A participant may acquire common stock under the ESPP by authorizing the use of contributions to purchase shares of common stock. Contributions must not exceed 15% of the participant’s total compensation A participants may not acquire rights to purchase more than $25,000 of our common stock under the ESPP for any calendar year. Termination of employment for any reason will terminate participation in the ESPP. A participant’s purchase right to purchase shares of common stock during a purchase period will be exercised automatically on the purchase period end date for that purchase period at a discounted per-share purchase price equal to 85% of the lesser of (i) the fair market value per share of our common stock as determined on the applicable grant date of the purchase right or (ii) the fair market value per share of our common stock as determined on the applicable purchase period end date. Subject to the terms of the ESPP, a purchase right will generally terminate on the earlier of the date of the participant’s termination of employment or the last day of the applicable purchase period. If there is any change in the outstanding shares of our common stock because of a merger, “change in control” (as defined in our 2024 Equity Incentive Plan), consolidation, recapitalization, or reorganization involving Waystar Holding Corp., or if our board of directors declares a stock dividend, stock split distributable in shares of common stock or reverse stock split, other distribution or combination or reclassification of our common stock, or if there is a similar change in our capital stock structure affecting our common stock, then the number and type of shares of our common stock reserved for issuance under the ESPP will be correspondingly adjusted and, subject to applicable law, the Talent & Compensation Committee will make such adjustments to purchase rights or to any ESPP provision as the Talent & Compensation Committee deems equitable to prevent dilution or enlargement of purchase rights or as may otherwise be advisable. In addition, the Talent & Compensation Committee’s discretion includes, but is not limited to, the authority to provide for any of, or a combination of any of, the following: • (A) termination of any outstanding option in exchange for an amount of cash, if any, equal to the amount that would have been obtained upon the exercise of such option had such option been currently exercisable or (B) the replacement of such outstanding option with other rights or property selected by the Talent & Compensation Committee in its sole discretion; • assumption or substitution of purchase rights by a successor entity (or parent or subsidiary of such successor); • adjustments in the number and type of shares (or other securities or property) subject to outstanding options under the ESPP and/or in the terms and conditions of outstanding options and options that may be granted in the future; • providing that participants’ accumulated payroll deductions may be used to purchase common stock prior to the next occurring exercise date on such date as the Talent & Compensation Committee determines in its sole discretion and the participants’ options under the ongoing offering period(s) shall be terminated; or • providing that all outstanding options shall terminate without being exercised and all amounts in the accounts of participants shall be promptly refunded. The ESPP may be amended, altered, suspended, and/or terminated at any time by our board of directors; provided, that approval of an amendment to the ESPP by our stockholders will be required to the extent, if any, that stockholder approval of such amendment is required by applicable law or would be required under Section 423 of the Code. Amendments to Outstanding Options Under 2019 Stock Incentive Plan In connection with our initial public offering, the Talent & Compensation Committee approved an amendment to the outstanding option awards granted to our executive officers, including our named executive officers, under the 2019 Stock Incentive Plan. The amendment provides that: If the executive officer’s employment is terminated by us without “cause,” by the executive officer for “good reason” or as a result of his death or disability prior to the first trading window that commences after the 18-month anniversary of the IPO, the performance-vesting options held by such executive officer will not be forfeited upon such termination and will remain outstanding and eligible to vest in connection with any measurement date(s) occurring through and including the commencement of such trading window, subject to satisfaction of applicable performance hurdles; provided, however, that, if any measurement date occurs outside of the three-month period (or, with respect to the stock options granted to Mr. Hawkins on October 23, 2019, six-month period) immediately following such termination, the number of performance-vesting options that will be eligible to vest in connection with such measurement date will be prorated based on the period of time the executive officer was employed by us relative to the vesting period; •

  15. Outstanding Equity Awards as of December 31, 2024

    For purposes of calculating the achievement of the applicable performance hurdles following our initial public offering, all of our equity securities acquired by investment vehicles affiliated with EQT, CPPIB, and Bain following their initial investment in our equity securities will be deemed to have been acquired at the same per-unit purchase price as such equity securities acquired by them in connection with such initial investment; • For purposes of calculating cash proceeds deemed received by investment vehicles affiliated with EQT, CPPIB, and Bain in connection with any trading window that commences after the 18-month anniversary of the IPO, the value of all of our equity securities held by investment vehicles affiliated with EQT, CPPIB, and Bain as of the commencement of such trading window will be calculated using a per share price equal to the volume-weighted average share price of such equity securities over the 20-trading day period ending as of the date of commencement of such trading window; and • If the executive officer’s employment is terminated as a result of his death, the executive officer will be permitted to “net exercise” his option awards granted under the 2019 Stock Incentive Plan without the need for additional Talent & Compensation Committee approval. In addition, on November 4, 2024, the Talent & Compensation Committee approved an amendment to the outstanding option awards granted to our executive officers, including each of our named executive officers, under the 2019 Stock Incentive Plan (the “November 2024 Amendment”). The November 2024 Amendment modifies the alternative vesting terms pursuant to which performance-vesting options may vest following the 18-month anniversary of our initial public offering. Specifically, the November 2024 Amendment provides that, from and after the date of the first trading window that commences after the 18-month anniversary of the IPO through the final measurement date, the performance-vesting options will be eligible to vest upon the first day of each trading window (each, an “Open Window Commencement Date”), subject to the participant’s continued employment through such date, based on the achievement of the following performance hurdles (the “Alternative Performance Hurdles”): The performance-vesting stock options will begin to vest when and if the volume-weighted average share price of our common stock over the 20-trading day period (the “20-Day VWAP”) ending as of such Open Window Commencement Date is at least $24.81 (which represents the share price that would imply a 1.5x multiple on our sponsors’ collective investment in the Company). 100% of the performance-vesting stock options will vest when and if the 20-Day VWAP as of such Open Window Commencement Date is at least $41.35 (which represents the share price that would imply a 2.5x multiple on our sponsors’ collective investment in the Company). • To the extent the 20-Day VWAP as of such Open Window Commencement Date is between $24.81 and $41.35, the performance-vesting stock options will vest based on linear interpolation. The November 2024 Amendment provides that the number of performance-vesting options that vest on each such Open Window Commencement Date will be reduced by the number of performance-vesting options that have previously vested prior to such Open Window Commencement Date. The Alternative Performance Hurdles replace the provisions in place prior to the November 2024 Amendment that would have treated the 20-Day VWAP as of an Open Window Commencement Date following the 18-month anniversary of the IPO as deemed cash proceeds for purposes of determining the achievement of the sponsor multiple of investment performance vesting objectives.

  16. Director Compensation

    Director Compensation For the year ended December 31, 2024, we paid non-management and non-sponsor affiliated board members a cash retainer for their services as members of our board of directors. Our board members are reimbursed for reasonable travel and related expenses associated with attendance at board or committee meetings. The following table provides summary information concerning compensation paid or accrued by us to or on behalf of our non-sponsor affiliated non-employee directors for services rendered to us during 2024.

  17. Director Compensation

    | Name | Fees earned or paid in cash ($) | Option Awards(1) ($) | Stock Awards(2) ($) | Total ($) | | Ursula Burns(3) | $12,500 | $— | $— | $12,500 | | Robert DeMichiei | $75,000 | $— | $186,943 | $261,943 | | Michael Douglas(4) | $— | $— | $— | $— | | John Driscoll | $158,750 | $— | $186,943 | $345,693 | | Priscilla Hung(5) | $68,750 | $439,903 | $186,943 | $695,596 | | Eric Liu | $— | $— | $— | $— | | Heidi G. Miller | $72,083 | $— | $186,943 | $259,026 | | Paul Moskowitz | $— | $— | $— | $— | | Vivian E. Riefberg | $69,167 | $— | $186,943 | $256,109 | | Ethan Waxman | $— | $— | $— | $— |

  18. Director Compensation

    (1) The amounts reported represent the aggregate grant-date fair value of the time-based vesting stock options awarded to Ms. Hung in 2024, calculated in accordance with Topic 718, utilizing the assumptions discussed in Note 16 of our financial statements included elsewhere in this report. As of December 31, 2024, Mr. Driscoll held options to purchase 241,999 shares of our common stock; Ms. Miller and Mr. DeMichiei each held options to purchase 80,050 shares of our common stock; and Ms. Riefberg and Ms. Hung each held options to purchase 24,200 shares of our common stock. (2) The amounts reported represent the aggregate grant-date fair value of the time-based vesting RSUs awarded to our non-employee directors who are not employed by any of the Institutional Investors, calculated in accordance with Topic 718, utilizing the assumptions discussed in Note 16 of our audited financial statements included elsewhere in this report. (3) Ms. Burns stepped down from our board of directors in February 2024. (4) Mr. Douglas stepped down from our board of directors in April 2024. (5) Ms. Hung was appointed as a director in February 2024. In connection with our initial public offering, we granted to each of our non-employee directors who is not employed by any of the Institutional Investors an IPO equity award of 8,695 RSUs under the 2024 Equity Incentive Plan. The RSUs were granted upon the completion of our initial public offering and will vest on the date of the first annual meeting of the Company’s stockholders following the date of grant, subject to the non-employee director’s continued service on our board of directors through such date. Effective upon the consummation of our initial public offering, we adopted an annual compensation policy covering each of our non-employee directors. Under this policy, each of our non-employee directors who is not employed by any of the Institutional Investors will receive (i) an annual cash retainer fee of $50,000, payable in equal quarterly installments and (ii) an annual equity retainer of RSUs with an initial value of approximately $200,000. The RSUs will be granted on the date of our annual meeting of stockholders and will vest on the first anniversary of the date of grant or the business day immediately preceding the date of the following year’s annual meeting of stockholders, if earlier, subject to the non-employee director’s continued service on our board of directors through such date. In addition, the non-executive chair of the board will receive an additional $100,000 cash retainer, the chair and the members of the Audit, Compliance, & Risk Committee will receive an additional cash retainer of $25,000 and $15,000, respectively, the chair and the members of the Talent & Compensation Committee will receive an additional cash retainer of $20,000 and $10,000, respectively, and the Nominating and Corporate Governance Committee will receive an additional cash retainer of $15,000 and $5,000, respectively, each of which will be payable in equal quarterly installments. Non-Employee Director Deferral Plan Our board of directors adopted a Non-Employee Director Deferral Plan prior to the completion of our initial public offering. All directors who are not employees of the Company will be eligible to participate in the Non-Employee Director Deferral Plan. Deferral elections. Under the terms of the Non-Employee Director Deferral Plan, our non-employee directors may elect to defer all or a portion of their annual cash compensation and/or all of the Company shares issued upon settlement of their annual restricted stock unit award, in each case, in 25% increments, in the form of deferred stock units credited to an account maintained by the Company. The number of deferred stock units credited in respect of annual cash compensation is determined by dividing the dollar amount of the deferred cash compensation by the fair market value of a share of the Company’s common stock on the date the cash compensation would otherwise have been paid to the director. Deferred stock units will be awarded from, and subject to the terms of, the 2024 Equity Incentive Plan. Each deferred stock unit represents the right to receive a number of shares of our common stock equal to the number of deferred stock units initially credited to the director’s account plus the number of deferred stock units credited as a result of any dividend equivalent rights (to which deferred stock units initially credited to a director’s account are entitled). Settlement of deferred stock units. Directors may elect that settlement of deferred stock units be made or commence on (i) the first business day in a year following the year for which the deferral is made, (ii) following termination of service on our board of directors or (iii) the earlier of (i) or (ii). Directors may elect that deferred stock units be settled in a single one-time distribution or in a series of up to 15 annual installments. In addition, deferred stock unit accounts will be settled upon a “change in control” (as defined in the 2024 Equity Incentive Plan) or upon a director’s death. Administration; amendment and termination. Our Talent & Compensation Committee will administer the Non-Employee Director Deferral Plan. The Non-Employee Director Deferral Plan or any deferral may be amended, suspended, discontinued by our Talent & Compensation Committee at any time in the Talent & Compensation Committee’s discretion; provided that no amendment, suspension or discontinuance will reduce any director’s accrued benefit, except as required to comply with applicable law. Our Talent & Compensation Committee may terminate the Non-Employee Director Deferral Plan at any time, as long as the termination complies with applicable tax and other requirements.

  19. Equity Compensation Plan Information

    | Plan Category | Number of securities to be Issued Upon Exercise of Outstanding Equity Awards (a) | Weighted-Average Exercise Price of Outstanding Equity Awards (b) | Number of securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (c) | | Equity Compensation Plans Approved by Stockholders | 18,600,369(1) | $15.60 | 7,845,546(2) | | Equity Compensation Plans Not Approved by Stockholders | — | — | — | | Total | 18,600,369 | $15.60 | 7,845,546 |

  20. Indemnification of Directors and Officers

    Indemnification of Directors and Officers We have entered into an indemnification agreement with each of our directors and executive officers. The indemnification agreements, together with our amended and restated bylaws, provide that we will jointly and severally indemnify each indemnitee to the fullest extent permitted by the DGCL from and against all loss and liability suffered and expenses, judgments, fines, and amounts paid in settlement actually and reasonably incurred by or on behalf of the indemnitee in connection with any threatened, pending, or completed action, suit, or proceeding. Additionally, we have agreed to advance to the indemnitee all out-of-pocket costs of any type or nature whatsoever incurred in connection therewith.

  21. Are all of the Company’s directors standing for election at the 2025 Annual Meeting?

    Are all of the Company’s directors standing for election at the 2025 Annual Meeting? No, only our Class I directors are standing for re-election at this time. Our Class II directors will stand for election in 2026 and our Class III directors will stand for election in 2027.